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operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation, l Upon such transfer, Cuslomer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of i.ir ease Transfor. Enrolled Affiliate muss notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from hltoaAvwvcmlcrosofLcomd:censlnn/cmliracls and sending the completed form to Microsoft before the License transfer. No License transfer will he valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in willing, documents sufficient to enable the transferee to ascertain the sro(ie, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and Iransfer restrictions, warranties and (iin ilat ions of liability). Any License transfer not nlade in compliance with this section will be void. i c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned In a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described In the Use Rights. 6. Term and termination. a. Term. The term of ]his Agreement will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' Wrilten notice. In the ebenl of termination, new Enrollments will not be accepted, but any exisling Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for nor appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments If funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate forsucfi purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment If the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay Invoices. Except where the breach Is by Its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of Its Intent to terminate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of lime, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customers Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliate terminates Its Enrolment Be a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to bean Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payrment due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, intruding all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or I FF2nllingl(US):iLGiIEM(i)1N4/101 e•) - Page Sol ll I rN: inienil X2040209